EXHIBIT 10.17
THE RENT AGREEMENT
of office premises # 5/2
Moscow January 05, 2000
The closed joint-stock company <>, hereinafter
referred to as <>, presented by the executive general director Xxxxxxxxx
X.X., operating on the basis of the Charter, on the one hand, and ZAO "TriD
Store Vostok", hereinafter referred to as <>, presented by the General
Director I.E. Xxxxxx, operating on the basis of the Charter, on the other hand,
have concluded the present Agreement as follows:
1. SUBJECT OF THE AGREEMENT
1.1. The LESSOR gives, and the RENTER hires (without the right of repayment) the
office premises hereinafter referred to as <>, on the territory of the
MSU Science Park at the following address: Leninsky Hills, Possession 1,
Building 75, entrance 5, flours 1 and 2, premises ## 514, 515, 523 with total
square of 55,1 sq. m.
Characteristics and location of the rented PREEMISES is described in
Attachment 1 to this Agreement.
1.2. The LESSOR owns the given PREMISES according to the State
Registration CERTIFICATE, issued by Moscow State Committee for state
registration of real estate rights and transitions on Nov. 16, 1999, No. AA
_________________________.
1.2. The RENTER shall use the PREMISES for its activities in the field
of _________________________________.
1.3. The rent period is from January 01, 2000 until December 31, 2000.
2. OBLIGATIONS OF THE PARTIES
2.1. THE LESSOR will:
2.1.1. After signing of the present Agreement, allow the RENTER to use
the PREMISES mentioned in item 1.1 of the Agreement, under the Acceptance
Report.
2.1.2. Allow the RENTER to use the PREMISES.
2.1.3. In case of accidents affecting PREMISES of the RENTER, which
occurred without the RENTER's fault, immediately take all measures on their
removal.
Engineering communications can be switched off in case of emergency
(crash, breakage etc.). In these cases, the RENTER will not ask for lowering
payment under this agreement or for compensation of damages.
2.1.5. Respect other conditions, foreseen by the present Agreement and
the Charter of MSU Science park MSU.
2.2. THE RENTER will:
2.2.1. Use PREMISES according to item 1.2 of the Agreement only for
mutually agreed activities.
2.2.2. Respect the service regulations, regulations concerning use of
heat and electricity, not allow overloading of electricity system, monitor fire
safety according to the Instruction from 03.04.95 <> and sanitary status of the PREMISES before
leaving them. As well as agree and solve all the items, arising during usage of
the PREMISES, connected to the sanitary and fire control organizations'
activities.
2.2.3. In the periods, fixed herein, pay for the rent, services and
operation costs connected to the PREMISES.
2.2.4. Not make any re-planning and re-equipment of the leased PREMISES
due to the RENTER's needs without a written permission of the LESSOR.
2.2.5. Make, at his own expense, the necessary current repairing of the
leased PREMISES.
2.2.6. Repair in due times the heating system and in-door electrical
equipment (including changing light bulbs and counting equipment service).
2.2.7. Repair the sanitary equipment.
2.2.8. In case of accidents affecting the PREMISES, which occurred
without the RENTER's fault, inform the LESSOR immediately and permit his
representatives' access to the PREMISES for inspection and repair of the
constructions and technical equipment.
2.2.9. Insure the PREMISES from natural disasters, fire, accidents and
unlawful activities of the third persons.
2.2.10. Inform the LESSOR in writing two weeks prior his forthcoming
release, and hand over the PREMISES to the LESSOR according to the Acceptance
Report in a normal state of operability.
NOTE: the PREMISES will be released in the presence of the Lessor's
representative.
2.2.11. In case the RENTER leaves PREMISES before the rent expires or
due to termination of the Agreement, he pays the amount needed for making
thorough and current repairing, imposed as his duty but not carried out. The
LESSOR can invite a construction company for making calculations and the
mentioned repairing. In case the RENTER disagrees with the calculation results,
he can chose a construction company himself in case he can guarantee the LESSOR
due quality of the repairing.
2.2.12. Transmit to the LESSOR free after expiration or advance
termination of the Agreement all modifications, alterations and improvements,
made in the leased PREMISES, which make its integral part and can not be removed
harmlessly.
2.3. The Parties will respect confidentiality of all the information
and trade secrets, arising as a result of conclusion and execution of the given
Agreement.
3. PAYMENT TERMS
3.1. The RENTER pays to the LESSOR for PREMISES, mentioned in item 1.1
herein, the rent, including operational costs and expenditures connected to its
servicing, at a rate of 230 (Two hundred thirty) US dollars, including VAT 38,33
(Thirty eight) US dollars 33 cents per square meter annually in Russian rubles
at the rate of the Central Bank of Russia on the transfer date.
The payment is made on a quarter basis, not later than on 15th date of
the first month of each quarter.
3.2. The value of rent can be changed under the mutual agreement due to
the change of service costs for the leased premises.
The padding rent is paid upon the invoices from the LESSOR.
3.3. In case the service costs arise for more than 20%, the LESSOR can
unilaterally increase the rent payment on the sum of the increased service
costs.
4. RESPONSIBILITIES OF THE PARTIES
4.1. In case of delay in payment, the Lessor pays 0, 3 % penalty for
each day of delay.
4.2. For non-fulfillment of any obligation upon the present Agreement,
the guilty party pays a penalty of 10 % from annual rent.
4.3. Payment of sanctions upon the present Agreement does not release
the party from execution of his obligations or elimination of violations.
5. MAINTENANCE OF ORDER AND USE OF PREMISES
5.1. THE LESSOR is not responsible for any faultiness detected after
signing the Acceptance Report. THE RENTER can not require their elimination or
remedial.
5.2. THE LESSOR is not responsible for safety of property in leased
premises, as well as of the property outside the premises.
5.3. THE RENTER bears responsibility for damage being a result of his
activities or activities of third parties, using the PREMISES with his consent.
The RENTER will remove or reimburse this damage.
5.4. The RENTER shall make cosmetic repairing, including walls
decoration, coloration and floor coating after the planned or prescheduled
termination of this Agreement.
5.5. Maintenance of entrance halls, corridors, ladders and shared
premises is the responsibility of the LESSOR.
5.6. Changes, re-equipment and re-planning of PREMISES at the expense
of the RENTER can be carried out only with a written permission of the LESSOR.
The permission can be given only provided that after ending of rent the RENTER
puts PREMISES in a primal state at his owns.
5.7. If the changes, made by RENTER under the written coordination with
the LESSOR, remain after termination of the Agreement, the RENTER can not claim
reimbursement of their cost.
5.8. THE RENTER will not conduct operations, which can hinder other
client of the LESSOR, on working days from 9 AM till 6 PM.
5.9. THE RENTER or his representatives can enter the leased PREMISES on
working days during working hours. The entrance in other time will be agreed
with the LESSOR in writing.
5.10. Installation in PREMISES of heavy equipment (over 100 kilos
weight) is subject to checking of its correspondence with the ultimate load on
the floor and with a written permission of the LESSOR.
5.11. Stacking or installation of equipment and subjects of the RENTER
outside of leased PREMISES is forbidden. If by way of exception the LESSOR gives
a temporary permission on such allocation, the RENTER bears responsibility for
any resulting damage.
5.12. The vehicles of the RENTER and his employees are to be disposed
on parking place of the LESSOR at additional expense and in the order, fixed by
the LESSOR. Parking of the RENTER's vehicles or those upon his order in other
places is allowed only for loading and unloading.
5.13. THE RENTER is responsible for any damage caused by his means of
transport, arrived upon his order.
5.14. In case of contamination by the RENTER's vehicles of the land lot
or PREMISES, the RENTER will remove the contamination immediately.
5.15. THE RENTER will place his wastes in the containers, specially
assigned for this purpose. If the size of scraps exceeds a size of the
container, the RENTER will export scraps from the LESSOR's territory by himself.
Allocation of scraps near to containers or on other sites of territory is
forbidden.
6. CHANGE OF THE AGREEMENT
And RESOLUTION OF DISPUTES
6.1. The changes and additions to the present Agreement are real only
under written consent of both Parties.
6.2. In case some positions of the present Agreement lose force, other
positions remain valid.
6.3. Any dispute and inconsistencies relating the present Agreement,
the Parties try to settle by means of negotiations. If the Parties can not
achieve the compromise, the dispute is authorized in the order fixed by the
legislation of the Russian Federation.
7. ADVANCE CANCELLATION OF THE AGREEMENT
7.1. The present Agreement can be terminated in advance:
7.1.1. On mutual consent of the Parties on conditions defined by the
appropriate written agreement, but not contradicting to the present AGREEMENT
and to the obligations of any Party before the third persons.
7.1.2. At advance cancellation of the Agreement under the initiative of
the RENTER, he can not claim returning of the paid rent and other payments for
the unused rent period.
7.2. The agreement is subject to advance cancellation, and RENTER to
eviction:
7.2.1. In case of usage by the RENTER of the building or PREMISES (as a
whole or in part) not according to the lease Arrangement.
7.2.2. If the RENTER worsens the state of a PREMISES intentionally or
on imprudence.
7.2.3. If the RENTER has not paid the rent within two months after
written warning of the LESSOR.
7.2.4. If the RENTER does not make overhaul in case it is his duty upon
the Agreement.
7.2.5. In case of state need in the leased PREMISES (with return to the
RENTER of the paid rent and other payments for the unused rent period).
8. FORCE MAJEURE
8.1. The Parties are released from partial or complete violation of the
obligations under the present Agreement, if this violation was caused by force
major, arising after signing of the present Agreement as a result of extreme
circumstances (natural disasters, operation and acts of state bodies, etc.),
which the Parties could neither foresee, nor prevent by reasonable means.
8.2. In case of force major the performance of obligations under the
present Agreement is removed in time proportionally to duration of force major
and its consequences, upon agreement between the parties (coordination protocol
to be necessarily attached).
9. OTHER CONDITIONS
9.1. THE RENTER has no paramount right on the new period of rent.
9.2. The RENTER shall by himself arrange registration of the present
Rent Agreement in the Committee for rights' registration and shall cover all the
expenses, connected to this registration.
9.3. The LESSOR shall provide all the documents, necessary for
registration of the Rent Agreement in the Committee for rights' registration,
while the RENTER carries all costs for obtaining notary copies of these
documents.
9.4. The present Agreement is made on six pages in three copies of
identical legal force, one for each party and one for the Committee for rights'
registration.
10. LEGAL ADDRESSES AND PROPERTIES OF THE PARTIES
10.1.<>:
ZAO<>
119899, Moscow, Leninsky gory, 1, building 75, Moscow State University,
Science park.
Account No. 40702810400040000875 in CB<>, BIC 044525983,
correspondent account 30101810700000000983, INN 7729088180, OKONH codes 95120,
95400, OKPO code 17363304.
10.2.<>:
ZAO "TriD Store Vostok"
119146, Xxxxxx, 0xx Xxxxxxxxxxxx xx., 0
Account 40702810500008996710 in CB <> (Russia),
correspondent account 30101810400000000746, BIC 044525746, OKPO code 49930006;
OKONH 95120
LESSOR: RENTER:
Acting General Manager General Manager
of MSU Science Park of ZAO "TriD Store Vostok"
/s/ /X.X. Xxxxxxxxx/ /s/ /I.E. Xxxxxx/
